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Exhibit 4.2
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UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY AS NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.
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REGISTERED NO.: PRINCIPAL AMOUNT
CUSIP NO.: 82567D AC 8 $
SHURGARD STORAGE CENTERS, INC.
7 5/8% NOTE DUE 2007
Shurgard Storage Centers, Inc., a Delaware corporation (the "Company,"
which term shall include any successor under the Indenture hereinafter referred
to), for value received, hereby promises to pay to ________________, or
registered assigns, upon presentation, the principal sum of
______________________ Dollars on April 25, 2007, and to pay interest thereon
from April 25, 1997, or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for, semiannually in
arrears on April 25 and October 25 of each year (each, an "Interest Payment
Date"), commencing October 25, 1997, at the rate of 7 5/8% per annum, until the
entire principal amount hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture (as defined herein), be paid to
the Holder in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the 15th calendar day preceding the applicable Interest
Payment Date (whether or not a Business Day, as defined below). Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date, and may either be paid to the
Holder in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes of this series not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. Interest will be computed on the basis of
a 360-day year of twelve 30-day months. Payment of the principal of, and
interest on, this Note will be made at the office or agency of the Trustee (as
defined herein) maintained for that purpose at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or elsewhere as provided in the Indenture, in
United States Dollars; provided, however, that at the option of the Company
payment of interest may be made by (i) check mailed to the address of the Person
entitled
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thereto as such address shall appear in the Security Register kept for the Notes
pursuant to Section 305 of the Indenture (the "Note Register") or (ii) wire
transfer to an account of the Person entitled thereto located inside the United
States. Payments of principal, premium, if any, and interest in respect of this
Note will be made by the Company in immediately available funds.
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued as a series of securities under an
indenture dated as of April 25, 1997 (the "Indenture"), between the Company and
LaSalle National Bank, as trustee (the "Trustee," which term includes any
successor trustee under the Indenture with respect to the Notes), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered. This
Note is one of the duly authorized series designated as the "7 5/8% Senior Notes
due 2007," limited in aggregate principal amount to $50,000,000. All terms used
in this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
The Notes may be redeemed at any time at the option of the Company, in
whole or from time to time in part, at a redemption price equal to the sum of
(i) the principal amount (or any portion thereof) of the Notes being redeemed
plus accrued interest thereon to the redemption date and (ii) the Make-Whole
Amount (as defined below) if any, with respect to such Notes (or any portion
thereof) (the "Redemption Price").
If notice has been given as provided in the Indenture and funds for the
redemption of any Notes (or any portion thereof) called for redemption shall
have been made available on the redemption date referred to in such notice, such
Notes (or any portion thereof) will cease to bear interest on the date fixed for
such redemption specified in such notice and the only right of the Holders of
such Notes will be to receive payment of the Redemption Price.
Notice of any redemption of any Notes (or any portion thereof) will be
given to Holders at their addresses, as shown in the security register for the
Notes, not more than 60 nor less than 30 days prior to the date fixed for
redemption. The notice of redemption will specify, among other items, the
Redemption Price and the principal amount of the Notes held by such Holder to be
redeemed.
If less than all the Notes are to be redeemed, the Company will notify
the Trustee at least 45 days prior to giving notice of redemption (or such
shorter period as is satisfactory to the Trustee) of the aggregate principal
amount of Notes to be redeemed and their redemption date. The Trustee shall
select, in such manner as it shall deem fair and appropriate, Notes to be
redeemed in whole or in part.
As used herein, the following terms will have the meanings set forth
below:
"Make-Whole Amount" means, in connection with any optional redemption
of any Notes, the excess, if any, of (i) the aggregate present value as of the
date of such redemption of each dollar of principal being redeemed or paid and
the amount of interest (exclusive of interest accrued to the date of redemption)
that would have been payable in respect of each such dollar if such redemption
had not been made, determined by discounting, on a semiannual basis, such
principal and interest at the Reinvestment Rate (as defined below) (determined
on the third Business Day preceding the date such notice of redemption is given)
from the respective dates on which such principal and interest would
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have been payable if such redemption or accelerated payment had not been made to
the date of redemption, over (ii) the aggregate principal amount of the Notes
being redeemed.
"Reinvestment Rate" means .25% plus the arithmetic mean of the yields
under the heading "Week Ending" published in the most recent Statistical Release
(as defined below) under the caption "Treasury Constant Maturities" for the
maturity (rounded to the nearest month) corresponding to the remaining life to
maturity, as of the payment date of the principal being redeemed or paid. If no
maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the purposes
of calculating the Reinvestment Rate, the most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount shall be
used.
"Statistical Release" means the statistical release designed
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which reports yields on actively traded U.S.
government securities adjusted to constant maturities, or, if such statistical
release is not published at the time of any determination under the Indenture,
then such other reasonable comparable index which shall be designated by the
Company.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Note and (b) certain restrictive
covenants and the related defaults and Events of Default applicable to the
Company, in each case, upon compliance by the Company with certain conditions
set forth in the Indenture, which provisions apply to this Note.
In addition to the covenants of the Company contained in the Indenture,
the Company makes the following covenants with respect to, and for the benefit
of the Holders of, the Notes:
Limitations on Incurrence of Total Debt. The Company will not, and will
not permit any Subsidiary to, incur any Debt (as defined below), other than
Intercompany Debt (as defined below), if, immediately after giving effect to the
incurrence of such additional Debt and the application of the proceeds
therefrom, the aggregate principal amount of all outstanding Debt of the Company
and its Subsidiaries on a consolidated basis determined in accordance with GAAP
is greater than 60% of the sum of (i) the Company's Total Assets (as defined
below) as of the end of the fiscal quarter covered in the Company's Annual
Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most
recently filed with the Commission (or, if such filing is not required under the
Exchange Act, with the Trustee) prior to the incurrence of such additional Debt
and (ii) the increase in Total Assets from the end of such quarter, including,
without limitation, any increase in Total Assets caused by the incurrence of
such additional Debt (such increase together with the Company's Total Assets is
referred to as the "Adjusted Total Assets").
Limitation on Incurrence of Secured Debt. The Company will not, and
will not permit any Subsidiary to, incur any Secured Debt (as defined below) if,
immediately after giving effect to the incurrence of such additional Secured
Debt, the aggregate principal amount of all outstanding Secured Debt of the
Company and its Subsidiaries on a consolidated basis determined in accordance
with GAAP is greater than 40% of the Company's Adjusted Total Assets.
Debt Service Coverage. The Company will not, and will not permit any
Subsidiary to, incur any Debt, other than Intercompany Debt, if the ratio of
Consolidated Income Available for Debt Service (as defined below) to Annual Debt
Service Charge (as defined below) for the four consecutive fiscal quarters
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most recently ended prior to the date on which such additional Debt is to be
incurred is less than 1.5 to 1.0 on a pro forma basis after giving effect to the
incurrence of such Debt and the application of the proceeds therefrom, and
calculated on the assumption that (i) such Debt and any other Debt incurred
since the first day of such four-quarter period and the application of the
proceeds therefrom, including to refinance other Debt since the first day of
such four-quarter period, had been repaid or retired at the beginning of such
period (except that, in making such computation, the amount of Debt under any
revolving credit facility shall be computed based upon the average daily balance
of such Debt during such period) and (ii) in the case of any increase or
decrease in Total Assets, or any other acquisition or disposition by the Company
or any Subsidiary of any asset or group of assets, since the first day of such
four-quarter period, including, without limitation, by merger, stock purchase or
sale, or asset purchase or sale, such increase, decrease or other acquisition or
disposition had occurred at the beginning of such period with the appropriate
adjustments to net income and Debt levels with respect to such increase,
decrease or other acquisition or disposition being included in such pro forma
calculation. For purposes of the adjustments referred to in clause (ii) of the
preceding sentence, any income earned (or loss incurred) as a result of any such
increase, decrease or other acquisition or disposition referred to in clause
(ii) for a period less than such four-quarter period shall be annualized for
such four-quarter period.
Maintenance of Total Unencumbered Assets. The Company will maintain at
all times Total Unencumbered Assets (as defined below) of not less than 150% of
the aggregate outstanding principal amount of the Unsecured Debt (as defined
below) of the Company and its Subsidiaries.
As used herein, the following terms will have the meanings set forth
below:
"Annual Debt Service Charge" as of any date means the amount which is
expended in any 12-month period for interest on Debt of the Company and its
Subsidiaries.
"Consolidated Income Available for Debt Service" for any period means
Consolidated Net Income (as defined below) plus amounts which have been deducted
in determining Consolidated Net Income during such period for (i) Consolidated
Interest Expense (as defined below), (ii) provision for taxes of the Company and
its Subsidiaries based on income, (iii) amortization (other than amortization of
debt discount) and depreciation, (iv) provisions for losses from sales or joint
ventures, (v) increases in deferred taxes and other noncash charges, (vi)
charges resulting from a change in accounting principles and (vii) charges for
early extinguishment of debt, and less amounts which have been added in
determining Consolidated Net Income during such period for (a) provisions for
gains from sales or joint ventures and (b) decreases in deferred taxes and other
noncash items.
"Consolidated Interest Expense" for any period, and without
duplication, means all interest (including the interest component of rentals on
capitalized leases, letter of credit fees, commitment fees and other like
financial charges) and all amortization of debt discount on all Debt (including,
without limitation, payment-in-kind, zero coupon and other like securities) but
excluding legal fees, title insurance charges, other out-of-pocket fees and
expenses incurred in connection with the issuance of Debt and the amortization
of any such debt issuance costs that are capitalized, all determined in
accordance with GAAP.
"Consolidated Net Income" for any period means the amount of
consolidated net income (or loss) of the Company and its Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP.
"Debt" means any indebtedness of the Company or any Subsidiary, whether
or not contingent, in respect of (i) money borrowed or evidenced by bonds,
notes, debentures or similar instruments,
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(ii) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or
any security interest existing on property owned by the Company or any
Subsidiary, (iii) letters of credit or amounts representing the balance deferred
and unpaid of the purchase price of any property except any such balance that
constitutes an accrued expense or trade payable or (iv) any lease of property by
the Company or any Subsidiary as lessee that is reflected on the Company's
consolidated balance sheet as a capitalized lease in accordance with GAAP, in
the case of items of indebtedness under (i) through (iii) above to the extent
that any such items (other than letters of credit) would appear as liabilities
on the Company's consolidated balance sheet in accordance with GAAP, and also
includes, to the extent not otherwise included, any obligation by the Company or
any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise
(other than for purposes of collection in the ordinary course of business),
indebtedness of another person (other than the Company or any Subsidiary) (it
being understood that Debt shall be deemed to be incurred by the Company or any
Subsidiary whenever the Company or such Subsidiary shall create, assume,
guarantee or otherwise become liable in respect thereof).
"Intercompany Debt" means indebtedness owed by the Company or any
Subsidiary solely to the Company or any Subsidiary.
"Secured Debt" means Debt secure by any mortgage, lien, charge,
encumbrance, trust deed, deed of trust, deed to secure debt, security agreement,
pledge, conditional sale or other title retention agreement, capitalized lease
or other security interest or agreement granting or conveying security title to
or a security interest in real property or other tangible assets.
"Senior Executive Group" means, collectively, those individuals holding
the offices of Chairman, President, Chief Executive Officer, Chief Operating
Officer or any Senior Vice President or Executive Vice President of the Company.
"Subsidiary" means (i) any corporation, partnership, joint venture,
limited liability company or other entity the majority of the shares of the
non-voting capital stock or other equivalent ownership interests of which
(except directors' qualifying shares) are at the time directly or indirectly
owned by the Company, and the majority of the shares of the voting capital stock
or other equivalent ownership of which (except for disqualifying shares) are at
the time directly or indirectly owned by the Company, any Subsidiary and/or one
or more individuals of the Senior Executive Group (or, in the event of death or
disability of any of such individuals, his/her respective legal
representative(s)), or such individuals' successors in office as an officer of
the Company, and (ii) any other entity the accounts of which are consolidated
with the accounts of the Company.
"Total Assets" as of any date means the sum of (i) Undepreciated Real
Estate Assets (as defined below) and (ii) all other assets of the Company and
its Subsidiaries determined in accordance with GAAP (but excluding accounts
receivable and intangibles).
"Total Unencumbered Assets" means Total Assets minus the value of any
properties of the Company and its Subsidiaries that are encumbered by any
mortgage, charge, pledge, lien, security interest or other encumbrance of any
kind, including the value of any stock of any Subsidiary that is so encumbered.
For purposes of this definition, the value of each property shall be equal to
the purchase price or cost of each such property and the value of any stock
subject to any encumbrance shall be determined by reference to the value of the
properties owned by the issuer of such stock as aforesaid.
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"Undepreciated Real Estate Assets" as of any date means the amount of
real estate assets of the Company and its Subsidiaries on such date, before
depreciation and amortization determined on a consolidated basis in accordance
with GAAP.
"Unsecured Debt" means Debt of the Company or any Subsidiary that is
not Secured Debt.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25% in principal amount of the Notes at the
time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Note for the enforcement of any payment of principal hereof or any interest
on or after the respective due dates expressed herein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Notes. The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the Notes at the time Outstanding, on behalf of
the Holders of all Notes, to waive compliance by the Company with certain
provisions of the Indenture and, in certain circumstances, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and interest on, this Note
at the times, places and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Note Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any Place of Payment where the principal of, and interest on,
this Note are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar for
the Notes duly executed by, the Holder hereof or his or her attorney duly
authorized in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
set forth, Notes of this series are exchangeable for a like aggregate principal
amount of Notes of this series of different authorized denominations, as
requested by the Holder surrendering the same.
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The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of the Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and nether the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of or
premium, if any, or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any past, present or future stockholder,
employee, officer or director, as such, of the Company or of any successor,
either directly or through the Company or any successor, whether by virtue of
any constitution, statute or rule of law or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly waived and
released.
THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the correctness or accuracy of such CUSIP numbers
as printed on the Notes, and reliance may be placed only on the other
identification numbers printed hereon.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature of one of its authorized signatures, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal this 25th day of April, 1997.
SHURGARD STORAGE CENTERS, INC.
By:______________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President, Chief Financial
Officer and Treasurer
Attest:
By:________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President, General
Counsel and Secretary
[SEAL]
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Notes of the series designated "7 5/8% Notes due
2007" pursuant to the within-mentioned Indenture.
LaSALLE NATIONAL BANK, as Trustee
By:__________________________________
Authorized Signatory
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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the within Note of Shurgard Storage Centers, Inc., and does hereby irrevocably
constitute and appoint
Attorney
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to transfer the said Note on the books of the within named Corporation with full
power of substitution in the premises.
Dated
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X
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NOTICE: The signature to this assignment
must correspond with the name as it
appears on the first page of the
within Note in every particular,
without alteration or enlargement
or any change whatever.
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